1st Source : Corporate Governance Guidelines (BOD 1 1 Corporate Governance Guidelines Approved 709755)

Published: 2026-04-24 17:43:09 ET SRCE

Published on 04/24/2026 at 05:43 pm EDT

Purpose: The Board of Directors of 1st Source Corporation, its subsidiaries and affiliates (the "Company"), acting on the recommendation of its Governance & Nominating Committee, has developed and adopted these corporate governance principles (the "Guidelines") to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. These Guidelines apply respectively to 1st Source Corporation and 1st Source Bank. Except where the context otherwise requires, "Board" and "Committee" refers to the Board or a committee of the Board of each of the holding company and the bank.

1st Source Corporation Corporate Governance Guidelines

The Board of Directors of 1st Source Corporation, its subsidiaries and affiliates (the "Company"), acting on the recommendation of its Governance & Nominating Committee, has developed and adopted these corporate governance principles (the "Guidelines") to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. These Guidelines apply respectively to 1st Source Corporation and 1st Source Bank. Except where the context otherwise requires, "Board" and "Committee" refers to the Board or a committee of the Board of each of the holding company and the bank.

The size of the Board should facilitate substantive discussions of the whole Board in which each director can participate meaningfully. From time to time, the Board will determine the appropriate size of the Board to carry out its responsibilities effectively. Although the Board has determined that a Board of nine to eleven may be more appropriate in the long term, it has decided that eleven to fourteen members is the appropriate size for the Board based on the Company's present circumstances. The Governance & Nominating Committee will periodically evaluate whether a larger or smaller slate of directors will be preferable.

The Board should have a majority of independent directors. A limit on the number of inside directors has not been established so as to provide the Board flexibility in responding to changing circumstances such as future acquisitions or management succession planning. It is the expectation of the Board that the number of inside directors will be limited.

The composition of the Board should encompass a broad range of skills, expertise, industry and market knowledge of business segments or geographic markets served and diversity of perspective with all directors having a reputation for integrity. Directors need not be shareholders of the Company but are expected to become so as provided herein below. A majority of the directors shall be citizens of the United States.

A majority of the Board shall consist of directors whom the Board has determined have no relationship that would interfere with the exercise of independent judgment in carrying out responsibilities as a director of the Company and who are otherwise "independent" under the listing standards of the Nasdaq Stock Market. The Governance & Nominating Committee shall confirm the continuing independence of independent directors annually. The Governance & Nominating Committee shall also confirm annually that independent directors continue to comprise a majority of the Board.

The Board may select its Chairman and the Company's Chief Executive Officer in the manner it considers in the best interests of the Company at any given point in time. These positions may be filled by one individual or by two different individuals. When filled by one individual, or two non-independent individuals, there shall be an independent "Lead Director" who shall also serve as the chair of the Governance & Nominating Committee. In such cases where the Chairman is independent, he or she may serve as the Lead Director and as the chair of the Governance & Nominating Committee. When the Chairman is also an employee, but not the Chief Executive Officer, he or she shall be titled as the Executive Chairman. All references herein to Chairman shall also refer to the Executive Chairman as appropriate.

The Governance & Nominating Committee is responsible for selecting the nominees for election or re-election to the Company's Board of Directors. In addition, the Governance & Nominating Committee is responsible for recommending to the Board one or more nominees to fill vacancies occurring between annual meetings of shareholders.

The Governance & Nominating Committee should select new or incumbent nominees or recommend to the Board nominees to fill vacancies for the position of director considering the following criteria:

Requirements of the Company's By-Laws;

Current knowledge and contacts in the communities or industries in which the Company does business;

Personal qualities and characteristics, business experience, accomplishments and reputation in the business community;

Current residency, knowledge and contacts in the communities or knowledge and contacts in the industries the Company serves;

Ability and willingness to commit adequate time to Board and Committee matters;

The fit of the individual's skills with those of other directors and potential directors in building a board that is effective and responsive to the needs of the Company; and

Diversity of viewpoints, background, experience and other demographics.

The invitation to join the Board should be extended by the Board via the Chairman, the Chief Executive Officer of the Company and the chair of the Governance & Nominating Committee.

Management, working with the Board, will provide an orientation process for new directors, including background material on the Company, its strategic and operating plans, its risk profile, corporate governance, and meetings with senior management. This will occur within three months of being elected to the Board. Periodically, management will provide additional educational sessions for directors on matters relevant to the Company, its strategic and operating plans, its risk profile and corporate governance.

The Board does not believe it should establish term limits. As an alternative to term limits, the Governance & Nominating Committee will review each director's continuation on the Board in connection with the Committee's determination whether such director should be nominated for re-election upon expiration of his or her current term. This will allow each director the opportunity to conveniently confirm his or her desire to continue as a member of the Board and allow the Committee to determine that it is appropriate for the director to continue to serve based on business knowledge, present employment, geographic residency, and other board commitments.

Any non-employee director who becomes 72 years of age during his/her term of office shall, prior to the next annual meeting of shareholders, resign his or her position. The Board, through the Governance & Nominating Committee, may waive this age restriction for an existing director upon determination that such director's continued service through the current term, or nomination for additional terms, is in the best interest of the Company.

Any employee director shall resign from the Board upon his or her resignation, removal or retirement as an employee of the Company. This requirement also may be waived by the Board, through the Governance & Nominating Committee, upon a similar determination that the director's continued service is in the best interest of the Company.

In addition, if the employment status, residency, other public board service in excess of four, or the health of any director changes from the status held when he or she came on the Board, then such director shall promptly tender his or her resignation for consideration by the Board and the Board, through the Governance & Nominating Committee, shall review the appropriateness of the director's continued membership on the Board and either accept, reject, or take other action with respect to such resignation.

The Board currently plans at least four meetings each year, with further meetings to occur at the discretion of the Board.

The Chairman and Chief Executive Officer will establish the agenda for each Board meeting. Management will seek to provide to all directors an agenda and appropriate material in advance of meetings, although the Board recognizes that this will not always be consistent with the timing of transactions and the operations of the business, and that in certain cases, it may not be possible. Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company's long-term strategic plan and annual operating plan each year.

Materials presented to the Board or its committees should be as concise as possible, while still providing the desired information needed for the directors to make an informed judgment.

To ensure free and open discussion and communication among the independent directors of the Board, the independent directors will meet in executive session at least twice per year, with no other directors present. Executive sessions shall be informal sessions for open discussion. Issues raised in executive sessions may be raised by the independent directors and formally addressed by subsequent board committee action, as appropriate.

Unless otherwise determined by the Board, if there is not an independent Chairman, the incumbent chair of the Governance & Nominating Committee shall serve as Lead Director. The independent Chairman, and if there is not one, the Lead Director will conduct the executive sessions of the independent directors. The independent Chairman or the Lead Director may also call a special meeting of the Board at any time with or without attendance by any non-independent Chairmen.

The Company shall have at all times an Audit, Finance & Risk Committee, an Executive Compensation and Human Resources Committee, a Governance & Nominating Committee, and an Executive Committee. Each of these committees shall have a written charter.

All directors, whether members of a committee or not, are invited to attend all or portions of any of the committee meetings, subject to legal or regulatory requirements for committee composition that may preclude a non-committee member from attending all or a portion of a committee meeting. The Board also may assign directors to be "standing invitees" to regularly attend meetings of a committee for educational or other special purposes, subject to being excused from portions of such meetings as may be required under applicable law or regulation, or as the committee chair directs. Directors are also invited to make suggestions to a committee chair for additions to the agenda of his or her committee or to request that an item from a committee agenda be considered by the Board. Each committee will determine which members of management will attend committee meetings and when to conduct meetings or executive sessions without management. Each committee chair or his designee will give a report, either in written or oral form or by including a report of the minutes of his or her committee's meeting at the next Board meeting following the date of the committee meeting.

Disclaimer

1st Source Corporation published this content on April 24, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 24, 2026 at 21:42 UTC.